The importance of representations and warranties (R&W’s) in a healthcare transaction is often overlooked. The healthcare industry is a highly regulated industry, and the critical importance of R&W’s should not be minimized.
Whether the transaction is for an employment matter, third-party vendor contract, or the merger and acquisition of a healthcare related business, R&W provisions of very contract should be closely scrutinized.
Below is a brief list of R&W items that should be included in a healthcare contract, as well as items that should raise concern if they are not included in a contract.
• Neither party in a transaction is under the threat of or involved in current civil or criminal litigation that may be related to any type of fraud or abuse
• Both parties to the transaction should confirm that they have required licenses that may be needed in order to finalize transaction. Action that involves the suspension revocation and termination.
• The parties to a contract should affirmatively state that there is no current action to suspend, revoke, or terminate a required license.
• The parties to a transaction should confirm that they are in compliance with all applicable and controlling law state and federal.
• Neither party to a transaction have been involved in any prohibited or illegal conduct;
In matters that involve a healthcare transaction, the R&W provisions contains within a healthcare contract should be thoroughly and carefully drafted and reviewed in order to ensure that the parties to the transaction are protected after the transaction is completed.
Stuart J. Oberman, Esq.
Stuart J. Oberman is the founder and President of Oberman Law Firm. Mr. Oberman graduated from Urbana University and received his law degree from John Marshall Law School. Mr. Oberman has been practicing law for over 30 years, and before going into private practice, Mr. Oberman was in-house counsel for a Fortune 500 Company.
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